THIS FACILITY AGREEMENT (this “Agreement”) is dated 25 November 2024 and made BETWEEN:
PARTY_2_NAME, a company incorporated under the laws of with its registered office at PARTY_2_ADDRESS_SINGLE_LINE (the “Borrower”); and
PARTY_1_NAME with its registered office at PARTY_1_ADDRESS_SINGLE_LINE (the “Lender”).
IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
“Authorisation” means:
(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration required by any Governmental Agency or any law or regulation; or
(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.
“Availability Period” means the period from and including the date of this Agreement to and including AVAILABILITYPERIOD.
“Available Commitment” means the Lender's Commitment minus:
(a) the amount of any outstanding Loans; and
(b) in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date.
“Break Costs” means the amount (if any) by which:
(a) the interest which the Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
exceeds:
(b) the amount of interest which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the [London] interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in BUSINESSDAYS [and (in relation to any date for payment or purchase of United Stated dollars) New York City].
“Commitment” means CURRENCYCOMMITMENT to the extent not cancelled, reduced or transferred by it under this Agreement.
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